for new investors..12 Apr 2016 14:10
Conditional Sale of Karchiga Project
Orsu Metals Corporation, the London-based dual listed (TSX: OSU; AIM: OSU) company, today announces that it has entered into an agreement (the “Sale and Purchase Agreement”) with an arm’s length party, Karasat Trading FZE (the “Purchaser”), a company registered in the United Arab Emirates with other mining interests in Kazakhstan, to sell its 94.75% interest in GRK MLD LLP (“MLD”), which owns the Company’s Karchiga Project in the Republic of Kazakhstan (“Karchiga Project”) for an initial US$7.75 million, plus deferred consideration of up to US$2 million based on recovery of VAT and losses accumulated in MLD (the “Karchiga Transaction”).
The key terms of the Sale and Purchase Agreement, which will be filed on SEDAR, are as follows.
 A deposit of $100,000, payable within 14 business days of signing the Sale and Purchase Agreement.  Initial consideration of $7.75 million (less the deposit) payable on completion.  The initial consideration is to be allocated as follows: o $4,438,268 for the purchase of intercompany debt owed by MLD to Orsu o $3,311,502 for the purchase of intercompany debt owed by MLD to Lero Gold Corp. (“Lero”, the intermediate holding company for the Karchiga Project); o $230 for the 94.75% interest in MLD held by Eildon Enterprises Limited (“Eildon”, the immediate parent undertaking of MLD). (Together Orsu, Lero and Eildon are referred to as the “Sellers”).  Deferred consideration of up to US$2 million based on 67% of relief obtained for corporate tax losses or recovery of VAT accumulated to the completion date by MLD  The Transaction is subject to various significant conditions, including: o Approval of the Transaction by shareholders by way of a resolution for the sale, to be proposed at an annual and special meeting.
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